Private Placement Offer Letter: Allahabad Bank

Transcription

1 VIII. SUMMARY TERM SHEET Issuer Issue Size Option to retain oversubscription Objects of the Issue Instrument Nature and Status of Bonds Allahabad Bank (the Bank / the Issuer ) `1000/-crore Nil Augmenting overall capital of the Bank for strengthening its capital adequacy, for future growth and for enhancing long-term resources Unsecured Redeemable Non-Convertible Fully Paid Up Basel III Compliant Tier 2 Bonds in the nature of Debentures for inclusion in Tier 2 Capital ( Bonds ) The claims of the Bondholders shall be (a) senior to the claims of investors in instruments eligible for inclusion in Tier 1 capital of the Bank; (b) subordinate to the claims of all depositors and general creditors of the Bank; and (c) neither secured nor covered by a guarantee of the Bank or related entity or other arrangement that legally or economically enhances the seniority of the claim vis-à-vis creditors of the Bank. The Bondholders shall have no rights to accelerate the repayment of future scheduled payments (coupon or principal) except in bankruptcy and liquidation. Issuance Mode In demat mode only Convertibility Non-Convertible Trading Mode In demat mode only Credit Rating CRISIL AA+/Negative by CRISIL and BWR AA+ (Outlook: Negative) by Brickwork Mode of Issue Private Placement Security Unsecured and Subordinated Security Name 8.64% Allahabad Bank Tier 2 Bonds 2025 Face Value `10,00,000/- (Rupees Ten lac only) per Bond Premium on Issue Nil Discount on Issue Nil Issue Price At par (`10,00,000/- per Bond) Premium on Nil Redemption Discount on Nil Redemption Redemption Price At par (`10,00,000/- per Bond) Tenure 10 years from the deemed date of allotment. Lock-in-Period Not Applicable Minimum Application 1 (one) Bond and in multiples of 1 (one) Bond thereafter Put Option None Put Option Price Not applicable Put Option Date Not applicable Put Notification Time Not applicable Call Option None Call Option Price Not applicable Call Option Date Not applicable Call Notification Time Not applicable Redemption/ Maturity At the end of 10 years from the Deemed Date of Allotment Redemption Date December 20, 2025 (December 21, 2025 being Sunday) Coupon Rate 8.64% p.a. Step Up/ Step Down Coupon Rate In pursuance of RBI Regulations, the Bonds shall not have any step-ups or other incentives to redeem Coupon Payment Annual Frequency Coupon Type Fixed Coupon Reset Pursuant to RBI Regulations, the Bonds shall not have any credit sensitive coupon feature, i.e. a coupon that may be reset periodically based in whole or in part on the credit standing of the Bank. Coupon Payment Annually on December 21, of each year till maturity of Bonds. Dates Page 61 of 93

2 Day Count Basis Interest on Application Money against which Allotment is made Interest on Refunded Money against which Allotment is not made Listing Trustees Depositories Registrars Settlement Record Date Business Day/ Working Day Effect of holidays Payment Mode Actual/ Actual Interest shall be computed on an actual/actual basis. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis. In respect of applicants who get allotment of Bonds in the Issue, interest on application money shall be paid at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or reenactment thereof, as applicable) on the aggregate face value amount of Bonds for the period starting from and including the date of realization of application money in Issuer s account upto but excluding the Deemed Date of Allotment. Such interest on application money shall be paid by the Issuer to the allottees within 15 days from the Deemed Date of Allotment. In respect of applications, which are valid but rejected on account of oversubscription (excluding the valid rejections), interest on refunded money shall be paid at the Coupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as applicable) for the period starting from and including the date of realization of application money in Issuer s account upto but excluding the Deemed Date of Allotment. The refund amounts together with interest thereon shall be paid by the Issuer to the relevant applicants within 15 days from the Deemed Date of Allotment. No interest on application money will be paid in respect of applications which are invalid and rejected for not being in accordance with the terms of the Private Placement Offer Letter. The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited (NSE). Axis Trustee Services Limited National Securities Depository Limited ( NSDL ) and Central Depository Services (India) Limited ( CDSL ). Maheshwari Datamatics Private Limited Payment of interest and repayment of principal amount shall be made by the Bank by way of cheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism or any other online facility allowed by the RBI. 15 Calendar days prior to each Coupon Payment Date and Redemption Date Business Days/ Working Days shall be all days (excluding Sundays and public holidays) on which commercial banks are open for business in the city of Kolkata except with reference to Issue Period and Record Date, where Business Days/ Working Days shall mean all days, excluding Sundays and public holidays in Kolkata or at any other payment centre notified in terms of the Negotiable Instruments Act, If any interest payment date falls on a day which is not a Business Day ( Business Day being a day on which Commercial Banks are open for Business in the city of Kolkata, West Bengal) then payment of interest will be made on the succeeding Business Day along with interest for such additional period. However, interest for such additional period so paid, shall be deducted from the interest payable on the next coupon payment date. If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day which is not a Business Day ( Business Day being a day on which Commercial Banks are open for Business in the city of Kolkata, West Bengal) then payment of interest will be made on the preceding Business Day together with accrued interest for the period. In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date. Applicants may make remittance of application money either through cheque(s)/ demand draft(s) drawn in favour of Allahabad Bank A/c Tier 2 Bonds Application Money and crossed Account Payee Only payable at par at place/ centre where the application form is deposited or by way of electronic transfer of funds through funds transfer/ RTGS mechanism for credit in the account as per following details: Name of the Collecting Banker Allahabad Bank Account Name Allahabad Bank A/c Tier 2 Bonds application Money Credit into Current A/c No IFSC Code ALLA Address of the Branch Allahabad Bank Kolkata Main Branch, Kolkata Narration Application Money for Bonds Issue Page 62 of 93

3 Eligible Investors Non-Eligible classes of Investors Loss Absorption Features Insurance Companies, Mutual Funds, Public Financial Institutions as defined under section 2(72) of the Companies Act, 2013, Scheduled Commercial Banks, Provident Funds, Gratuity Funds, Superannuation Funds and Pension Funds, Co-operative Banks, Regional Rural Banks authorized to invest in bonds/ debentures, Companies and Bodies Corporate authorized to invest in bonds/ debentures, Trusts authorized to invest in bonds/ debentures, Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/ debentures, Resident Indian Individuals, Partnership Firms formed under applicable laws in India in the name of the partners, Hindu Undivided Families through Karta. Minors without a guardian name, Qualified Foreign Investors, Foreign Nationals, Non Resident Indians, Persons resident outside India, Venture Capital Funds, Alternative Investment Funds, Overseas Corporate Bodies and Person ineligible to contract under applicable statutory/ regulatory requirements. The Bonds shall be subject to loss absorbency features applicable for non-equity capital instruments vide Master Circular No. DBR.No.BP.BC.1/ / dated July 01, 2015 issued by the Reserve Bank of India on Basel III capital regulations covering terms and conditions for issue of debt capital instruments for inclusion as Tier II Capital (Annex 5 of the Master Circular) and minimum requirement to ensure loss absorbency of nonequity regulatory capital instruments at the Point of Non Viability (PONV) (Annex 16 of the Master Circular. Accordingly, the Bonds may, at the option of the RBI, be permanently written off upon occurrence of the trigger event called the Point of Non Viability Trigger. The PONV Trigger event shall be the earlier of: a) a decision that the permanent write off, without which the Bank would become nonviable, is necessary, as determined by the Reserve Bank of India; and b) the decision to make a public sector injection of capital, or equivalent support, without which the Bank would have become non-viable, as determined by the relevant authority. Such a decision would invariably imply that the write-off consequent upon the trigger event must occur prior to any public sector injection of capital so that the capital provided by the public sector is not diluted. As such, there will not be any residual claims on the issuer which are senior to ordinary shares of the bank, following a trigger event and when write-off is undertaken. For the purpose of these guidelines, a non-viable bank will be a bank which, owing to its financial and other difficulties, may no longer remain a going concern on its own in the opinion of the Reserve Bank unless appropriate measures are taken to revive its operations and thus, enable it to continue as a going concern. The difficulties faced by a bank should be such that these are likely to result in financial losses and raising the Common Equity Tier 1 capital of the bank should be considered as the most appropriate way to prevent the bank from turning non-viable. Such measures would include permanent write-off of non-equity regulatory capital, fully or partially, with or without other measures as considered appropriate by the Reserve Bank. In rare situations, a bank may also become non-viable due to non-financial problems, such as conduct of affairs of the bank in a manner which is detrimental to the interest of depositors, serious corporate governance issues, etc. In such situations raising capital is not considered a part of the solution and therefore, may not attract provisions of this framework. A bank facing financial difficulties and approaching PONV will be deemed to achieve viability if within a reasonable time in the opinion of Reserve Bank of India, it will be able to come out of the present difficulties if appropriate measures are taken to revive it. The measures including write-off/public sector injection of funds are likely to: Page 63 of 93

4 a) Restore depositors /investors confidence; b) Improve rating/creditworthiness of the bank and thereby improve its borrowing capacity and liquidity and reduce cost of funds; and c) Augment the resource base to fund balance sheet growth in the case of fresh injection of funds. The amount of Bonds to be written-off shall be determined by RBI. I. Treatment of Bonds in the event of winding-up, amalgamation, acquisition, reconstitution etc. of the Bank a) If the Bank goes into liquidation before the Bonds have been written-off, the Bonds will absorb losses in accordance with the order of seniority and as per usual legal provisions governing priority of charges. b) If the Bank goes into liquidation after the Bonds have been written-off, the holders of the Bonds shall have no claim on the proceeds of liquidation. II. Amalgamation of a banking company (Section 44 A of BR Act, 1949): a) If the Bank is amalgamated with any other bank before the Bonds have been written-off, the Bonds shall become part of the corresponding categories of regulatory capital of the new bank emerging after the merger. b) If the Bank is amalgamated with any other bank after the Bonds have been written-off, the Bonds cannot be written-up by the amalgamated entity. III. Scheme of reconstitution or amalgamation of a banking company (Section 45 of BR Act, 1949): If the relevant authorities decide to reconstitute the Bank or amalgamate the Bank with any other bank under the Section 45 of BR Act, 1949, such a bank will be deemed as non-viable or approaching non-viability and both the pre-specified trigger and the trigger at the point of non-viability for write-down of Bonds shall be activated. Accordingly, the Bonds shall be written-off before amalgamation/ reconstitution in accordance with these rules. IV. Order of write-down of various types of capital instruments The capital instruments shall be written-off in order in which they would absorb losses in a gone concern situation. The capital instruments shall absorb losses in accordance with the order of seniority and as per usual legal provisions governing priority of charges. V. Criteria to Determine the PONV The above framework will be invoked when the Bank is adjudged by Reserve Bank of India to be approaching the point of non-viability, or has already reached the point of non-viability, but in the views of RBI: Page 64 of 93

5 a) there is a possibility that a timely intervention in form of capital support, with or without other supporting interventions, is likely to rescue the Bank; and b) if left unattended, the weaknesses would inflict financial losses on the Bank and, thus, cause decline in its common equity level. The purpose of write-off of the Bonds shall be to shore up the capital level of the Bank. RBI would follow a two-stage approach to determine the non-viability of the Bank. The Stage 1 assessment would consist of purely objective and quantifiable criteria to indicate that there is a prima facie case of the Bank approaching nonviability and, therefore, a closer examination of the Bank s financial situation is warranted. The Stage 2 assessment would consist of supplementary subjective criteria which, in conjunction with the Stage 1 information, would help in determining whether the Bank is about to become non-viable. These criteria would be evaluated together and not in isolation. Once the PONV is confirmed, the next step would be to decide whether rescue of the Bank would be through write-off alone or write-off in conjunction with public sector injection of funds. The trigger at PONV shall be evaluated both at consolidated and solo level and breach at either level shall trigger write-off. As the capital adequacy is applicable both at solo and consolidated levels, the minority interests in respect of capital instruments issued by subsidiaries of the Banks including overseas subsidiaries can be included in the consolidated capital of the banking group only if these instruments have pre-specified triggers/loss absorbency at the PONV. The cost to the parent of its investment in each subsidiary and the parent s portion of equity of each subsidiary, at the date on which investment in each subsidiary is made, is eliminated as per AS-21. So, in case of wholly-owned subsidiaries, it would not matter whether or not it has same characteristics as the Bank s capital. However, in the case of less than wholly owned subsidiaries, minority interests constitute additional capital for the banking group over and above what is counted at solo level; therefore, it should be admitted only when it (and consequently the entire capital in that category) has the same characteristics as the Bank s capital. In addition, if the Bank wishes the instrument issued by its subsidiary to be included in the consolidated group s capital, the terms and conditions of that instrument must specify an additional trigger event. The additional trigger event is the earlier of: a) a decision that write-off of the Bonds, without which the Bank or the subsidiary would become non-viable, is necessary, as determined by the Reserve Bank of India; and b) the decision to make a public sector injection of capital, or equivalent support, without which the Bank or the subsidiary would have become non-viable, as determined by the Reserve Bank of India. Such a decision would invariably imply that the write-off of the Bonds consequent upon the trigger event must occur prior to any public sector injection of capital so that the capital provided by the public sector is not diluted. In such cases, the subsidiary should obtain its regulator s approval/no-objection for allowing the capital instrument to be converted/written-off at the additional trigger point referred above. Any common stock paid as compensation to the holders of the Bonds must be common stock of either the issuing subsidiary or the Bank (including any successor in resolution). Page 65 of 93

6 Prohibition on Purchase/ Funding of Bonds Treatment in Bankruptcy/ Liquidation Governing Law and Jurisdiction Applicable RBI Regulations Neither the Bank nor its related party over which the Bank exercises control or significant influence (as defined under relevant Accounting Standards) shall purchase the Bonds, nor shall the Bank directly or indirectly fund the purchase of the Bonds. The Bank shall also not grant advances against the security of the Bonds issued by it. The Bondholders shall have no rights to accelerate the repayment of future scheduled payments (coupon or principal) of the Bonds except in case of bankruptcy and liquidation of the Bank. The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising thereof shall be subject to the jurisdiction of district courts of Kolkata. Master Circular No. DBR.No.BP.BC.1/ / dated July 01, 2015 issued by the Reserve Bank of India on Basel III capital regulations covering terms and conditions for issue of debt capital instruments for inclusion as Tier II Capital (Annex 5 of the Master Circular) and minimum requirement to ensure loss absorbency of non-equity regulatory capital instruments at the Point of Non Viability (PONV) (Annex 16 of the Master Circular). Applicable SEBI Regulations Cross Default Events of Default In the case of any discrepancy or inconsistency between the terms of the Bonds or any other Transaction Document and the Basel III Guidelines, the provisions of the Basel III Guidelines shall prevail. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/ dated June 06, 2008, as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/ /19/5392 dated October 12, 2012, as amended, Securities and Exchange Board of India (Issue and Listing o f Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/ /43/207 dated January 31, 2014, as amended and Securities And Exchange Board Of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2015 Issued Vide Circular No. LAD-NRO/GN/ /25/539 dated March 24, Not Applicable Failure on the part of the Bank to forthwith satisfy all or any part of payments in relation to the Bonds when it becomes due (i.e. making payment of any installment of interest or repayment of principal amount of the Bonds on the respective due dates) (except in case of regulatory requirements prescribed under Applicable RBI Regulations), shall constitute an Event of Default for the purpose of the Issue. The Bondholders shall have no rights to accelerate the repayment of future scheduled payments (coupon or principal) except in bankruptcy and liquidation. Additional Covenants a) Default in Payment: In case of default in payment of interest and/ or principal redemption on the due dates (except in case of regulatory requirements prescribed under Applicable RBI Regulations), the Bank shall pay additional interest at the rate of 2.00% p.a. over the Coupon Rate for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid. Transaction Documents b) Delay in Listing: The Bank shall make listing application to NSE within 15 days from the Deemed Date of Allotment of the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment of Bonds. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Bank shall pay penal interest at the rate of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the Bondholder(s). The interest rates mentioned in covenants (a) and (b) shall be independent of each other. The Bank has executed/ shall execute the documents including but not limited to the following in connection with the Issue: a. Letter appointing Trustee to the Bondholders; b. Debenture Trustee Agreement; c. Letter appointing Registrar and Agreement entered into between the Issuer and the Registrar; d. Rating letter from CRISIL Ltd.; e. Rating letter from Brickwork Ratings India Pvt. Ltd.; f. Tripartite Agreement between the Bank; Registrar and NDSL for issue of Bonds in Page 66 of 93

7 Conditions precedent to subscription of Bonds Conditions subsequent to subscription of Bonds Role and Responsibilities of Trustees dematerialized form; g. Tripartite Agreement between the Bank; Registrar and CDSL for issue of Bonds in dematerialized form; h. Application made to NSE for seeking its in-principle approval for listing of Bonds; i. Listing Agreement with NSE. The subscription from applicants shall be accepted for allocation and allotment by the Bank subject to the following: a. Rating letter from CRISIL Ltd. not being more than one month old from the issue opening date; b. Rating letter from Brickwork Ratings India Pvt. Ltd. not being more than one month old from the issue opening date; c. Consent letter from the Trustees to act as Trustee to the Bondholder(s); d. Letter from NSE conveying in-principle approval for listing and trading of Bonds. The Bank shall ensure that the following documents are executed/ activities are completed as per terms of the Private Placement Offer Letter: a. Credit of demat account(s) of the Allottee (s) by the number of Bonds allotted within 2 working days from the Deemed Date of Allotment; b. Making application to NSE within 15 days from the Deemed Date of Allotment to list the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment in terms of sub-section (1) of Section 73 of the Companies Act, 1956 (1 of 1956); c. Besides, the Bank shall perform all activities, whether mandatory or otherwise, as mentioned in the Private Placement Offer Letter. The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trustee Agreement, Private Placement Offer Letter and all other related transaction documents, with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Bonds including but not limited to the right to appoint a nominee director on the Board of the Issuer in consultation with institutional holders of such Bonds. The Trustees shall ensure disclosure of all material events on an ongoing basis. The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Uniform Listing Agreement issued by SEBI vide circular No. CIR/CFD/CMD/6/2015 dated October 13, Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all Qualified Institutional Buyers (QIBs) within two working days of their specific request. Issue Schedule * Issue Opening Date December 18, 2015 Issue Closing Date December 18, 2015 Pay-In Dates December 18, 2015 Deemed Date of Allotment December 21, 2015 * The Bank reserves its sole and absolute right to modify (pre-pone/ post-pone) the above issue schedule without giving any reasons or prior notice. In such a case, applicants shall be intimated about the revised time schedule by the Bank. The Bank also reserves the right to keep multiple Date(s) of Allotment at its sole and absolute discretion without any notice. In case if the Issue Closing Date/ Pay in Dates is/are changed (pre-poned/ post-poned), the Deemed Date of Allotment may also be changed (pre -poned/ post-poned) by the Bank at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute discretion of the Bank. Page 67 of 93